EXHIBIT
      4.19






**LABATT
      SERVICES AGREEMENT**






**THIS
      AGREEMENT** made the
      27th day of August, 2004,







**B
      E T W E E N:**




**LABATT
      BREWING COMPANY LIMITED** ,
      a
      corporation existing under the laws of Canada (“ **LBCL** ”)




-and-




**INTERBREW
      S.A.** ,
      a
      public limited liability company organized under the laws of the Kingdom of
      Belgium (“ **Interbrew** ”)




**WHEREAS:**




**A.**   LBCL
      and
      Interbrew have entered into a services agreement dated December 19, 2001 (the
      “ **Existing
      Agreement** ”),
      pursuant to which LBCL has agreed to provide certain services to Interbrew
      on
      the terms and conditions specified in such Existing Agreement.





**B.**   LBCL
      and
      Interbrew are parties to an Incorporação Agreement dated as of March 3, 2004, as
      amended (the “ **Incorporação
      Agreement** ”)
      among
      Companhia de Bebidas das Américas - AmBev (“ **AmBev** ”),
      Interbrew, LBCL and Labatt Brewing Canada Holding Ltd., which requires, in
      Section 5.01(c) thereof, that Interbrew, AmBev and LBCL use their respective
      commercially reasonable efforts to negotiate in good faith new intercompany
      agreements between Interbrew and certain of its subsidiaries as may be necessary
      or advisable, on mutually agreeable terms.





**C.**   Having
      regard to the aforementioned requirements of the Incorporação Agreement, the
      corporate and economic structure of Interbrew, LBCL and AmBev that will result
      from the completion of the transactions contemplated by the Incorporação
      Agreement (including the anticipated provision by AmBev of certain services
      formerly performed by Interbrew) and the parties’ desire that certain LBCL costs
      be borne by Interbrew from and after the Closing Date (as defined below) in
      accordance with the terms of a confirmation letter among Interbrew, LBCL and
      AmBev, dated August 27, 2004, in respect of intellectual property and hedging
      arrangements, LBCL and Interbrew desire to terminate the Existing Agreement
      as
      of the Closing Date and to enter into this agreement for the provision of
      Services (as defined below) on the terms and conditions set forth
      herein.





**NOW
      THEREFORE THIS AGREEMENT WITNESSES** that in
      consideration of the mutual covenants and agreements set forth herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged by the parties hereto, the parties hereto have agreed as
      follows:




**ARTICLE 1**


**DEFINITIONS
      AND INTERPRETATION**





**1.1**  **Definitions** .
      In this
      Agreement:




(a)
            “**Agreement**”
                means this agreement and all schedules attached to this agreement,
                in each
                case as they may be amended or supplemented from time to time, and
                the
                expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and
                similar expressions refer to this agreement and, unless otherwise
                indicated, references to Articles and Sections are to Articles and
                Sections in this agreement;





(b)
            **“Business
                Day”**means any day, other than a Saturday or Sunday, on which the principal
                commercial banks located in the cities of Toronto and Brussels are
                open
                for business during normal banking
                hours;





(c)
            **“Closing
                Date”**has the meaning ascribed thereto in the Incorporação
                Agreement;





(d)
            **“Corporate
                Services”**has the meaning ascribed thereto in Section
                2.3(b);





(e)
            **“LBCL
                Services”**means the services described in Schedule “A”
                hereto;





(f)
            **“Services”**means, collectively, such LBCL Services and Corporate Services to
                be
                provided by LBCL to Interbrew hereunder, as determined by the parties
                hereto in accordance with Section
                2.3;





(g)
            **“Term”**has the meaning ascribed thereto in Section
                3.1;





**1.2**  **Number
      and Gender** **.** Words
      importing the singular include the plural and vice versa and words importing
      gender include all genders.





**1.3**  **Headings** .
      The
      division of this Agreement into articles and sections and the insertion of
      headings and subheadings are for convenience of reference only and shall not
      affect the construction or interpretation of this Agreement.





**1.4**  **Severability** .
      Each of
      the provisions contained in this Agreement is distinct and severable and a
      declaration of invalidity, illegality or unenforceability of any such provision
      or part thereof by a court of competent jurisdiction shall not affect the
      validity or enforceability of any other provision hereof.




2




**1.5**  **Currency** .
      All
      amounts of money set forth herein are expressed in the lawful currency of
      Canada.





**1.6**  **Schedules** .
      The
      following Schedule is attached to, and forms an integral part of, this
      Agreement:





Schedule
      “A”:  LBCL
      Services that may be Provided and Applicable Fees


Schedule
      “B”:  List
      of
      Corporate Cost Centres to be Reinvoiced to Interbrew and Mark-up


to
      be
      Applied on Costs Reinvoiced





**1.7**  **Entire
      Agreement** .
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof. This Agreement supersedes all prior or concurrent
      agreements, promises, covenants, arrangements, representations or warranties,
      communications or proposals, whether oral or written, between the parties
      relating to the subject matter hereof. There are no representations, warranties,
      terms, conditions, undertakings or collateral agreements, express, implied
      or
      statutory, between the parties other than those expressly set forth in this
      Agreement.








**ARTICLE
      2**




**SERVICES**




**2.1**  **Termination
      of Existing Agreement** .
      LBCL
      and Interbrew hereby confirm and agree that the Existing Agreement is terminated
      as at the Closing Date and that it shall be of no further force or effect as
      of
      the Closing Date; it being understood that Interbrew shall remain liable for
      payment to LBCL, and shall forthwith pay to LBCL, any and all amounts due and
      owing to LBCL in accordance with the provisions of the Existing
      Agreement.





**2.2**  **Services** .
      Interbrew hereby engages LBCL and LBCL hereby covenants to provide the Services,
      from and after the Closing Date, in accordance with the terms and conditions
      set
      forth in this Agreement. LBCL shall, throughout the Term, diligently and
      continuously provide the Services to Interbrew using due care and in a prompt
      and efficient manner to the satisfaction of Interbrew, acting reasonably. LBCL
      shall provide and make available as necessary such professional, supervisory,
      managerial, administrative and other personnel as, in LBCL’s discretion, are
      necessary to perform the Services, which personnel may, but need not be,
      officers or employees of LBCL or one of its affiliates. Such personnel shall
      be
      qualified and experienced in the duties to which they are assigned. It is the
      express intention of the parties hereto that the terms and conditions hereof,
      including payment terms, shall be arm’s length in all respects.





**2.3**  **Determination
      of Services and Payment** .
      The
      parties hereto agree as follows in respect of the provision of Services and
      the
      invoicing and payment of fees in respect thereof:





(a)
            The
                LBCL Services which may be provided by LBCL (and the fees to be paid
                as
                consideration therefor) from the Closing Date to and including December
                31, 2004 are set out in Schedule “A” hereto. The LBCL Services actually to
                be





3








rendered
      by LBCL hereunder during the Term shall be determined by the parties from time
      to time.





(b)
            LBCL
                shall further provide support services, which shall be determined
                by the
                parties from time to time, to certain cost centres (the “**Corporate
                Cost Centres**”)
                which shall bear the cost of certain LBCL employees who are expected
                to
                spend more than fifty percent (50%) of their working time rendering
                services to Interbrew (the “**Corporate
                Employees**”).
                LBCL shall invoice one hundred percent (100%) of its costs associated
                with
                Corporate Cost Centres, plus applicable mark-ups, to Interbrew. The
                Corporate Cost Centres and the respective mark-ups to be applied
                by LBCL
                in respect thereof are listed in Schedule “B” hereto. LBCL shall cause all
                Corporate Employees to complete time sheets on a monthly basis to
                allow
                for re-invoicing to LBCL of services provided by such Corporate Employees
                to LBCL under the Interbrew Services Agreement, dated of even date
                herewith, between Interbrew and
                LBCL;





(c)
            On
                or before October 29, 2004 and January 28, 2005, and thereafter (if
                the
                Term is extended) on or before the twentieth (20th) Business Day
                of April,
                July, October and January of each year during the Term, LBCL shall
                transmit to Interbrew an invoice setting out LBCL’s fees for its provision
                of LBCL Services and support to Corporate Cost Centres during the
                previous
                calendar quarter (each, an “**LBCL
                Invoice**”).
                Interbrew shall pay to LBCL all amounts owing under each LBCL Invoice
                within twenty (20) days following the end of the month in which Interbrew
                received such LBCL Invoice. Each LBCL Invoice shall include a report
                of
                the LBCL Services actually provided and, for the Corporate Cost Centres,
                a
                list per Corporate Cost Centre of the actual costs incurred by LBCL
                and
                the mark-up applied.





**2.4**  **Taxes** .
      Interbrew shall pay any and all applicable sales, use, value-added or other
      similar taxes and any similar charges payable upon or in connection with the
      provision of Services hereunder. Any and all payments made by Interbrew to
      LBCL
      under this Agreement shall be made free and clear of, and without deduction
      for,
      any taxes imposed upon income generated by provision of the Services, which
      taxes are required to be withheld at source, provided that if Interbrew shall
      be
      required to deduct such taxes from payments, then the amount payable shall
      be
      increased as necessary so that after making all required deductions (including
      deductions applicable to additional sums payable under this Section 2.4), LBCL
      receives an amount equal to the sum it would have received had no such
      deductions been made.





**ARTICLE
      3**


**TERM
      AND TERMINATION**





**3.1**  **Term** .
      The
      term (the “ **Term** ”)
      of
      this Agreement shall commence on the Closing Date and shall end at the close
      of
      business on December 31, 2004, unless terminated earlier in accordance with
      the
      provisions of this Article 3. The Term may be extended by the mutual written
      consent of the parties hereto.




4





**3.2**  **Termination
      without Cause** .
      To the
      extent that this Agreement is extended by the mutual written consent of the
      parties hereto, it may be terminated without cause after December 31, 2004
      by
      either party upon three (3) months’ prior written notice to the other
      party.




**3.3**  **Termination
      for Cause** .
      This
      Agreement may be terminated by either party immediately in the event that the
      other party:




(a)
            fails
                to cure a material breach of its obligations hereunder within thirty
                (30)
                days after receiving notice of the breach;
                or





(b)
            becomes
                insolvent or the subject of bankruptcy or insolvency proceedings,
                commits
                an act of bankruptcy, makes any assignment for the benefit of its
                creditors or a receiver is appointed for its business or any part
                of its
                property.





**3.4**  **Consequences
      of Termination** .
      In the
      event that this Agreement expires or is terminated in accordance with this
      Article 3, (a) all Services will promptly cease and (b) Interbrew shall
      forthwith pay to LBCL any and all amounts due and owing to LBCL as required
      pursuant to the terms of this Agreement (or at such time as payment is required
      pursuant to Section 2.3(d)), and no rights already accrued hereunder shall
      be
      affected.




**ARTICLE
      4**


**INDEMNIFICATION**





**4.1**  **Indemnity** .
      LBCL
      shall hold Interbrew harmless and shall indemnify Interbrew from and against
      any
      and all claims, loss, damage, harm, liability, cost or expense (including
      reasonable legal fees) (collectively, “ **Losses** ”)
      incurred by Interbrew in any way arising out of, caused by or resulting from
      any
      grossly negligent act or omission of LBCL in respect of the provision of
      Services or the grossly negligent performance or non-performance of any other
      duties or obligations of LBCL hereunder. LBCL’s obligations under this Section
      4.1 shall: (i) survive the termination of this Agreement for a period of one
      (1)
      year, (ii) not be applicable to any liability caused by the fault, negligence
      or
      wilful misconduct of Interbrew or its directors, officers, employees or agents,
      and (iii) not be applicable to any Losses resulting from events listed in
      Section 5.5. In no event shall LBCL be liable to Interbrew for indirect,
      incidental, special or consequential losses or damages of any kind (including,
      but not limited to, loss of profits, business, data, information, opportunities
      or use), whether arising as a result of breach of contract, tort or otherwise.
      Notwithstanding the foregoing and any other provision of this Agreement, LBCL’s
      aggregate liability to indemnify Interbrew in accordance with this Section
      4.1
      shall in no event exceed the aggregate amount of fees received by LBCL under
      this Agreement during the twelve (12) month period prior to and including the
      date on which indemnification is claimed.




6








**ARTICLE
      5**


**MISCELLANEOUS**





**5.1**  **Notices** .
      All
      notices, requests, demands, invoices or other communications required or
      permitted under this Agreement shall be in writing and (a) delivered by
      messenger; (b) transmitted by facsimile or electronic mail; or (c)
      delivered by a reputable international courier service, with courier charges
      paid or payable by the sender. All such notices and other communications shall
      be addressed as follows to the parties at the respective addresses set forth
      below or to such other address as any party may hereafter specify in
      writing:





(a) In
      the
      case of notice to LBCL, to:





Labatt
      House


Suite
      299


207
      Queen’s Quay West


Toronto,
      Ontario


Canada
      M5J 1A7





Attention:  Vice
      President, Legal


Telephone:  (416)
      361-5246


Fax:   416)
      681-4087





(b) In
      the
      case of notice to Interbrew, to:





Vaartstraat
      94


B-3000,
      Leuven


Belgium





Attention:  General
      Counsel


Telephone:  +32-16-24-71-11


Fax:   32-16-24-74-07





A
      notice
      shall be deemed to have been given: (i) on the date of delivery (evidenced
      by a
      signed receipt) if delivered by messenger; (ii) two Business Days after it
      has
      been delivered to a reputable international courier service with courier charges
      paid or payable by the sender; or (iii) on the day sent by facsimile or
      electronic mail, if the transmission is confirmed by the sender’s facsimile or
      computer server.




**5.2**  **Amendment;
      Waiver** .
      Except
      as expressly provided in this Agreement, no amendment or waiver of all or any
      part of this Agreement shall be binding unless executed in writing by the party
      or parties to be bound thereby. No waiver of any provision of this Agreement
      shall constitute a waiver of any other provision and no waiver of any provision
      of this Agreement shall constitute a continuing waiver, in either case unless
      otherwise expressly provided therein.




**5.3**  **Independent
      Contractors** .
      It is
      expressly understood and agreed that, in performing the Services for Interbrew,
      (i) LBCL shall be acting, and shall at all times act, as an
      independent







7






contractor
      and (ii) LBCL’s employees shall not be considered as employees, servants or
      agents of Interbrew. This Agreement shall not constitute LBCL as an employee,
      agent, partner or joint venturer of or with Interbrew and no such relationship
      shall arise or subsist between LBCL and Interbrew at any time during the Term.
      Each party hereto acknowledges and agrees that it does not have, and will not
      exercise or purport to exercise or hold itself out to any person as having,
      any
      authority to enter into or conclude any contract or to undertake any commitment
      or obligation for, in the name of or on behalf of the other party.




**5.4**  **Further
      Assurances** .
      The
      parties hereto and each of them agree to make, do, execute, endorse, acknowledge
      and deliver or cause and procure to be made, done, executed, endorsed,
      acknowledged, filed, registered and delivered any and all further acts and
      assurances and to take all such other action as may be required or desirable
      to
      complete the transactions contemplated herein.




**5.5**  **Force
      Majeure** .
      LBCL
      shall not be responsible to Interbrew for any non-performance or delay in
      performance occasioned by any causes beyond its control, including, without
      limitation, acts or omissions of Interbrew, acts of civil or military authority,
      changes in laws or regulations, strikes, lock-outs, embargoes, insurrections
      or
      acts of God.




**5.6**  **Governing
      Law** **.** This
      Agreement shall be construed and enforced in accordance with, and the rights
      of
      the parties shall be governed by, the laws of the State of New York, and the
      parties hereby consent to the exclusive jurisdiction of the courts of the State
      of New York to hear and determine any and all disputes, actions and proceedings
      arising out of this Agreement.




**5.7**  **Counterparts** **.** This
      Agreement may be executed in separate counterparts, each of which will be deemed
      to be an original of this Agreement and all of which, when taken together,
      will
      be deemed to constitute one and the same agreement.





**5.8**  **Successors
      and Assigns** **.** This
      Agreement shall enure to the benefit of and be binding upon the parties hereto
      and their respective successors and permitted assigns. LBCL shall be entitled
      to
      assign this Agreement to any affiliate of LBCL upon providing prior written
      notice to Interbrew of such assignment.








**[Remainder
      of page intentionally left blank.]**






8








**IN
      WITNESS WHEREOF** the
      parties hereto have duly executed this Agreement.







**LABATT
                BREWING COMPANY LIMITED**By:
            /s/
                James V. WestName:James
                V. WestTitle:Vice
                PresidentBy:
            /s/
                Craig ThorburnName:Craig
                ThorburnTitle:Director








**INTEBREW
                S.A.**By:
            /s/
                Catherine NoirfalisseName:C.
                NoirfalisseTitle:Legal
                CounselBy:
            /s/
                Pierre WinandName:P.
                WinandTitle:Vice
                President Planning and Control







9





**SCHEDULE
      “A”**





**LBCL
      SERVICES THAT MAY BE PROVIDED AND APPLICABLE FEES**







1.
      Tax
      support services at a fee of C$228 per hour





-
            general
                tax advice


-
            assistance
                with preparation of tax returns and tax compliance work for Interbrew
                subsidiaries


-
            assistance
                and advice in tax litigation





**2. 
       Internal audit support services at a fee of C$228 per
      hour**





10





**SCHEDULE
      “B”**





**LIST
      OF CORPORATE COST CENTRES TO BE REINVOICED TO**


**INTERBREW
      AND MARK-UP TO BE APPLIED ON COSTS REINVOICED**





1.
       Technology applications - mark-up 9%





Services
      provided cover technical services, technical skill transfer, value engineering,
      problem solving, fire fighting and knowledge management





·
            Cost
                Centre (“**cc**”)
                1552 - Operations - Technical
                applications




**2. 
      Operations Sensory** - **mark-up 2%**





Services
      provided cover tasting and sensory analysis





·
            cc
                1545 - Operations Sensory




**3. 
       Research and development** - **mark-up 5%**





Services
      provided cover research and development in product and packaging innovation,
      brewing processes and technology, toxicology, food safety, fermentation,
      microbiology and design of new equipment and laboratory analysis.





·
            cc
                1566 - Operations Product
                Development


·
            cc
                1567 - Operations Packaging


·
            cc
                1568 - Operations Technology
                Development


·
            cc
                1569 - Operations Brewing


·
            cc
                1593 - Operations Science


·
            cc
                7008 - Amortization Parent
                production





**4.
       Human Resources - Pension management** - **mark-up 3%**





Services
      provided cover advice on pension governance, pension asset risk controlled
      return maximization and insurance of compliance with local regulations.
      Development and maintenance of asset manager performance analysis,
      administration of pension plan, support reporting and control of pension
      expenses and contributions and work with local pension bodies on local pension
      issues and hire/fire managers





·
            cc
                5051 - Treasury - Pension
                management





**5. 
      Legal and patents** - **mark-up 5%**





Services
      provided cover general legal advice, assistance with preparation of contracts
      and other documents of legal nature, follow-up and assistance in litigation
      or
      in the context of disputes, and administrative arbitration proceedings. Code
      of
      conduct/compliance




11




oversight,
      corporate governance and specialized M&A services. Specialized assistance in
      international commercial law, management of protection and use of industrial
      property rights, trademarks, patents, “know-how” and similar
      rights.





·
            cc
                5041 - Legal & Patents




12